UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of earliest event reported) | March 7, 2013 |
AMERICAN SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
| Georgia |
0-12456 |
58-1098795 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 470 East Paces Ferry Road, N.E. Atlanta, Georgia |
30305 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| Registrant’s telephone number, including area code | (404) 261-4381 |
Former name or former address, if changed since last report: Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS.
Effective May 1, 2013, the Board of Directors of the Company has elected James C. Edenfield to the office of Executive Chairman, and J. Michael Edenfield to the office of President and Chief Executive Officer of the Company.
James C. Edenfield, 78, is a founder of the Company and has served as its President and Chief Executive Officer since 1989. Michael Edenfield, 54, currently holds the office of Executive Vice President since 1994, and Chief Operating Officer since 2009, and since 1997 has been the President of the Company’s wholly owned subsidiary, Logility, Inc., which is the largest operating unit of American Software. Michael Edenfield will continue as the President and Chief Executive Officer of Logility, Inc.
J. Michael Edenfield is the son of James C. Edenfield. These appointments have no specified term.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS .
The following Exhibit is filed as part of this Report:
| Exhibit No. |
Description | |
| 99.1 | Press Release of American Software, Inc., dated March 7, 2013. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN SOFTWARE, INC. (Registrant) | ||||||
| Date: March 7, 2013 | By: | /s/ Vincent C. Klinges | ||||
| Vincent C. Klinges | ||||||
| Chief Financial Officer | ||||||
2
Exhibit 99.1
FOR IMMEDIATE RELEASE
| Contact: | Vincent C. Klinges |
| Chief Financial Officer |
| American Software, Inc. |
| (404) 264-5477 |
AMERICAN SOFTWARE’S BOARD ANNOUNCES EXECUTIVE OFFICE ELECTIONS
(March 7, 2013) – American Software, Inc. (NASDAQ: AMSWA)
American Software, Inc., a leading provider of business software solutions, today announces that effective May 1, 2013, the Board of Directors of the Company has elected James C. Edenfield to the office of Executive Chairman, and J Michael Edenfield to the office of President and Chief Executive Officer of the Company.
James C Edenfield is a founder of the Company and currently serves as its President and Chief Executive Officer. Michael Edenfield currently holds the office of Executive Vice President and Chief Operating Officer and is the President of the Company’s wholly owned subsidiary, Logility, Inc., which is the largest operating unit of American Software. Michael Edenfield will continue as the President and Chief Executive Officer of Logility, Inc.
About American Software, Inc.
Atlanta-based American Software (NASDAQ: AMSWA) provides demand-driven supply chain management and enterprise software solutions, backed by more than 40 years of industry experience, that drive value for companies regardless of market conditions. Logility, Inc., a wholly-owned subsidiary of American Software, is a leading provider of collaborative solutions to optimize the supply chain. Logility Voyager Solutions™ is a complete supply chain management solution suite that features a performance monitoring architecture and provides supply chain visibility; demand, inventory and replenishment planning; sales and operations planning (S&OP); supply and inventory optimization; manufacturing planning and scheduling; transportation planning and management; and warehouse management. Logility customers include Fender Musical Instruments, Hewlett-Packard, Parker Hannifin, Sigma-Aldrich, Verizon Wireless, and VF Corporation. Demand Management, Inc., a wholly-owned subsidiary of Logility, delivers supply chain solutions to small and midsized manufacturers, distributors and retailers. Demand Management’s Demand Solutions® suite is widely deployed and globally recognized for forecasting, demand planning and point-of-sale analysis. Demand Management serves customers such as Avery Dennison Corporation, Lonely Planet and Trek Bicycle. New Generation Computing® (NGC®), a wholly-owned subsidiary of American Software, is a leading provider of PLM, supply chain management, ERP and product testing software and services for brand owners, retailers and consumer products companies. NGC customers include A|X Armani Exchange, Aeropostale, Billabong, Carter’s, Casual Male, Hugo Boss, Jos. A. Bank, FGL Group, Spanx, Athletica, Marchon Eyewear, and Swatfame. For more information about American Software, please visit www.amsoftware.com, call (800) 726-2946 or email: ask@amsoftware.com.
########